SECURITY INTEREST AGREEMENT
EXHIBIT
10.4
ANNEX
V
TO
BRIDGE
LOAN AGREEMENT
SECURITY
INTEREST AGREEMENT
("Security Interest Agreement"), dated as of March 26, 2007, by and among the
persons set forth on Schedule 1 (each a “Secured Party” and collectively, the
“Secured Parties”), RIM SEMICONDUCTOR COMPANY (formerly known as New Visual
Corporation), a Utah corporation with headquarters located at 000 XX 000xx
Xxx.,
Xxxxx 000, Xxxxxxxx, XX 00000 (the “Company” or the “Debtor”), and XXXXXXX &
XXXXXX, LLP, as agent for the Secured Parties (the “Agent”).
RECITALS
A. Reference
is
made to (i) that certain Bridge Loan Agreement of even date herewith (the
“Bridge Loan Agreement”) to which the Debtor and each of the Secured Party are
parties, and (ii)
the
Transaction Agreements, including, without limitation, the Notes. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in
the relevant Transaction Agreements.
B. Pursuant
to
the Notes, the Debtor has certain obligations to each of the Secured Parties
(all such obligations, the “Obligations”).
C. In
order to
induce each of the Secured Parties to execute and deliver the Transaction
Agreements and to make the advances to the Debtor contemplated thereby, and
as
contemplated by the Bridge Loan Agreement and the Notes, the Debtor has agreed
to grant to each of the Secured Parties a security interest in the Collateral
(as defined below) to secure the due and punctual fulfillment of the
Obligations. Each of the Secured Parties is willing to enter into the Bridge
Loan Agreement and the other Transaction Agreements only upon receiving the
Debtor’s execution of this Security Interest Agreement.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
1. Grant
of Security Interest.
(a) In
order to secure
the due and punctual fulfillment of the Obligations, the Debtor hereby grants,
conveys, transfers and assigns to the Secured Parties (and to each of them
based
on their respective Allocable Shares, as defined below) a continuing security
interest in the Collateral.
(b) For
purposes of
this Agreement, the following terms shall have the meanings indicated:
1
“COLLATERAL” is all right, title and interest of Debtor in and to all of the following, whether now owned or (except as with respect to Intellectual Property and general intangibles referred to below) hereafter acquired and wherever located: All assets of the Debtor, including, but not limited to: all personal and fixture property of every kind and nature, including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including accounts receivable), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles now owned (including all payment intangibles); all Equipment; all Intellectual Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Debtor’s books relating to any and all of the above and includes, without limiting the generality of the above, the assets listed in Exhibit B.
“CODE”
is
the Uniform Commercial Code, in effect in the State of Delaware as in effect
from time to time.
“COPYRIGHTS”
are all copyrights, copyright rights, applications or registrations and like
protections in each work or authorship or derivative work, whether published
or
not (whether or not it is a trade secret) now or later existing, created,
acquired or held.
“EQUIPMENT”
has the meaning set forth in the Code and includes all present and future
machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools,
parts and attachments in which Debtor has any interest.
“INTELLECTUAL
PROPERTY” is all present (a) Copyrights, (b) trade secret rights, including all
rights to unpatented inventions and know-how, and confidential information;
(c)
mask
work or similar rights available for the protection of semiconductor chips;
(d)
Patents; (e) Trademarks; (f) computer software and computer software products;
(g) designs and design rights; (h) technology; (i) all claims for damages by
way
of past, present and future infringement of any of the rights included above;
(j) all licenses or other rights to use any property or rights of a type
described above.
“PATENTS”
are patents, patent applications and like protections, including improvements,
divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same.
“TRADEMARKS”
are trademarks, servicemarks, trade styles, and trade names, whether or not
any
of the foregoing are registered, and all applications to register and
registrations of the
same
and like protections, and the entire goodwill of the business of Debtor
connected with and symbolized by any such trademarks.
2
(b) The
security
interests granted pursuant to this Section (the "Security Interests") are
granted as security only and shall not subject any of the Secured Parties to,
or
transfer or in any way affect or modify, any obligation or liability of the
Debtor under any of the Collateral or any transaction which gave rise thereto.
(c) The
term
“Allocable Share” means, with respect to each Secured Party (if there is more
than one Secured Party), as of the relevant date, the fraction equal to (i)
the
outstanding principal of the Notes then held by such Secured Party, divided
by
(ii) the aggregate outstanding principal of the Notes then held by all Secured
Parties.
Section
2. Filing;
Further Assurances.
(a) The
Debtor
will, at its expense, cause to be searched the public records with respect
to
the Collateral and will execute, deliver, file and record (in such manner and
form as each of the Secured Parties may reasonably require), or permit each
of
the Secured Parties to file and record, as its attorney in fact for such
purpose, any financing statement, any carbon, photographic or other reproduction
of a financing statement or this Security Interest Agreement (which shall be
sufficient as a financing statement hereunder), any specific assignments or
other paper that may be reasonably necessary or desirable, or that the Secured
Parties may reasonably request, in order to create, preserve, perfect or
validate any Security Interest or to enable each of the Secured Parties to
exercise and enforce its rights hereunder with respect to any of the Collateral.
(b) Each
Secured
Party has designated an Agent as provided in the Section titled “Agent” below.
Among other things, such Agent shall be agent of each such Secured Party for
execution of and identification on any financing statement or similar instrument
referring to or describing the Collateral.
(c) If
Debtor
does not comply with Section 2(a) hereof in a prompt manner, the Agent is
authorized to execute and file any and all financing statements desired to
be
filed by the relevant Secured Party to reflect the security interest in the
Collateral in any and all jurisdictions. For such purposes, the Debtor
irrevocably appoints the Agent (acting by Xxxxxx X. Xxxxxxx and Xxxxxx Xxxxxxxx,
or either one of them), with full power of substitution to execute and file
such
financing statements naming the Debtor as debtor thereon.
Section
3. Representations
and Warranties of Debtor.
The
Debtor hereby represents and warrants to each Secured Party (a) that, except
for
the Permitted Liens as defined in set forth in Exhibit A attached hereto, the
Debtor is, or to the extent that certain of the Collateral is to be acquired
after the date hereof, will be, the owner of the Collateral free from any
adverse lien, security interest or encumbrance; and (b) that except for such
financing statements as may be described on Exhibit A attached hereto and made
a
part hereof, no financing statement covering the Collateral
is on file in any public office, other than the financing statements filed
pursuant to this Security Agreement.
3
Section
4. Covenants
of Debtor.
The
Debtor hereby covenants and agrees with each Secured Party that the Debtor
(a)
will, at the Debtor's sole cost and expense, defend the Collateral against
all
claims and demands of all persons at any time claiming any interest therein
junior to the Secured Party's interest; (b) will provide the Secured Party
with
prompt written notice of (i) any change in the chief executive officer of the
Debtor or the office where the Debtor maintains its books and records pertaining
to the Collateral; (ii) the movement or location of all or a material part
of
the Collateral to or at any address other than as set forth in said Exhibit
B;
and (iii) any facts which constitute a Debtor Event of Default (as such term
is
defined below), or which, with the giving of notice and/or the passage of time,
could or would constitute a Debtor Event of Default, pursuant to the Section
titled “Debtor Events of Default” below; (c) will promptly pay any and all
taxes, assessments and governmental charges upon the Collateral prior to the
date penalties are attached thereto, except to the extent that such taxes,
assessments and charges shall be contested in good faith by the Debtor; (d)
will
immediately notify the Secured Party of any event causing a substantial loss
or
diminution in the value of all or any material part of the Collateral and the
amount or an estimate of the amount of such loss or diminution; (e) will not
sell or offer to sell or otherwise assign, transfer or dispose of the Collateral
or any interest therein, without the prior written consent of the Secured Party,
except in the ordinary course of business; (f) will keep the Collateral free
from any adverse lien, security interest or encumbrance (except for encumbrances
specified in Exhibit A attached hereto) and in good order and repair, reasonable
wear and tear excepted, and will not waste or destroy the Collateral or any
part
thereof; and (g) will not use the Collateral in material violation of any
statute or ordinance the violation of which could materially and adversely
affect the Debtor's business.
Section
5. Records
Relating To Collateral.
The
Debtor will keep its records concerning the Collateral at its offices designated
in the caption of this Security Interest Agreement or at such other place or
places of business of which the Secured Party shall have been notified in
writing no less than ten (10) days prior thereto. The Debtor will hold and
preserve such records and chattel paper and will permit representatives of
the
Secured Party at any time during normal business hours upon reasonable notice
to
examine and inspect the Collateral and to make abstracts from such records
and
chattel paper, and will furnish to the Secured Party such information and
reports regarding the Collateral as the Secured Party may from time to time
reasonably request.
Section
6. General
Authority.
From
and during the term of any Debtor Event of Default, the Debtor hereby appoints
the Secured Party the Debtor's lawful attorney, with full power of substitution,
in the name of the Debtor, for the sole use and benefit of the Secured Party,
but at the Debtor's expense, to exercise, all or any of the following powers
with respect to all or any of the Collateral:
(a) to
demand,
xxx for, collect, receive and give acquittance for any and all monies due or
to
become due;
4
(b) to
receive,
take, endorse, assign and deliver all checks, notes, drafts, documents and
other
negotiable and non- negotiable instruments and chattel paper taken or received
by the Secured Party;
(c) to
settle,
compromise, prosecute or defend any action or proceeding with respect thereto;
(d) to
sell,
transfer, assign or otherwise deal in or with the same or the proceeds thereof
or the related goods securing the Collateral, as fully and effectually as if
the
Secured Party were the sole and absolute owner thereof;
(e) to
extend the
time of payment of any or all thereof and to make any allowance and other
adjustments with reference thereto; and
(f) to
discharge
any taxes, liens, security interests or other encumbrances at any time placed
thereon;
provided,
however, that the Secured Party shall give the Debtor not less than ten (10)
business days prior written notice of the time and place of any sale or other
intended disposition of any of the Collateral.
The
exercise by the Secured Party or by the Agent of or failure to so exercise
any
authority granted herein shall in no manner affect Debtor's liability to the
Secured Party, and provided, further, that the Secured Party and the Agent
shall
be under no obligation or duty to exercise any of the powers hereby conferred
upon them and they shall be without liability for any act or failure to act
in
connection with the collection of, or the preservation of, any rights under
any
of the Collateral.
Section
7. Debtor
Events of Default.
(a) The
Debtor
shall be in default under this Security Agreement upon the occurrence of an
Event of Default (as defined in the Note) by the Debtor (a "Debtor Event of
Default").
(b) The
Debtor
hereby irrevocably agrees that, upon the occurrence of a Debtor Event of
Default, the Debtor shall be deemed to have consented to an immediate conveyance
and transfer to the Secured Party of the copyrights and all other rights the
Debtor may have in the software included in the Collateral, including, but
not
necessarily limited to, the software identified in Schedule B attached hereto.
In furtherance of the foregoing, and not in limitation thereof, the Debtor
will,
upon the occurrence of a Debtor Event of Default, deliver to the Secured Party
copies of the source code of the relevant software, with accompanying written
assignment of the software to the Secured Party. Without limiting the foregoing,
such source code and assignment shall be in form sufficient to enable the
Secured Party to register the software in Secured Party’s name with the
Copyright Register. The Debtor hereby agrees to take all steps necessary or
appropriate, as requested by the Secured Party, to effectuate and reflect such
conveyance and transfer or assignment to Secured
Party. In all events, such conveyance, transfer or assignment shall be deemed
to
vest title in such software in the Secured Party.
5
(c) In
furtherance of the foregoing and not in limitation thereof, the Debtor
acknowledges and agrees that the Secured Party may, upon the occurrence of
a
Debtor Event of Default, seek the immediate entry of a preliminary injunction
prohibiting the Debtor’s use of such software in any shape, way or manner,
including, but not necessarily limited to, through the sale of products that
use
any of such software, and the Debtor hereby irrevocably agrees that it will
not
contest an application seeking entry of a preliminary injunction and that it
will accept the entry of such injunction.
Section
8. Remedies
Upon Debtor Event of Default.
If any
Debtor Event of Default shall have occurred, then in addition to the provisions
of Section 7 hereof, the Secured Party may exercise all the rights and remedies
of a secured party under the Code. The Secured Party may require the Debtor
to
assemble all or any part of the Collateral and make it available to the Secured
Party at a place to be designated by the Secured Party which is reasonably
convenient. The Secured Party shall give the Debtor ten (10) business days
prior
written notice of the Secured Party's intention to make any public or private
sale or sale at a broker's board or on a securities exchange of the Collateral.
At any such sale the Collateral may be sold in one lot as an entirety or in
separate parcels, as the Secured Party, in its sole discretion, may determine.
The Secured Party shall not be obligated to make any such sale pursuant to
any
such notice. The Secured Party may, without notice or publication, adjourn
any
public or private sale or cause the same to be adjourned from time to time
by
announcement at the time and place fixed for the sale, and such sale may be
made
at any time or place to which the same may be adjourned. The Secured Party,
instead of exercising the power of sale herein conferred upon it, may proceed
by
a suit or suits at law or in equity to foreclose the Security Interests and
sell
the Collateral, or any portion thereof, under a judgment or decree of a court
or
courts of competent jurisdiction.
Section
9. Application
of Collateral and Proceeds.
The
proceeds of any sale of, or other realization upon, all or any part of the
Collateral shall be applied in the following order of priorities: (a)
first, to pay the reasonable expenses of such sale or other realization,
including, without limitation, reasonable attorneys' fees, and all expenses,
liabilities and advances reasonably incurred or made by the Secured Party in
connection therewith, and any other unreimbursed expenses for which the Secured
Party is to be reimbursed pursuant to the Section titled “Expenses; Secured
Party's Lien” below; (b) second, to the payment of the Obligations in such order
of priority as the Secured Party, in its sole discretion, shall determine;
and
(c) finally, to pay to the Debtor, or its successors or assigns, or as a court
of competent jurisdiction may direct, any surplus then remaining from such
proceeds.
Section
10. Expenses;
Secured Party's Lien.
If any
Debtor Event of Default shall have occurred, the Debtor will forthwith upon
demand pay to the Secured Party: (a) the amount which the Secured Party may
have
been required to pay to free any of the Collateral from any lien thereon; and
(b) the amount of any and all reasonable out-of-pocket expenses, including,
without limitation, the reasonable fees and disbursements of its counsel, and
of
any agents not regularly in its employ, which
the
Secured Party may incur in connection with the collection, sale or other
disposition of any of the Collateral.
6
Section
11. Termination
of Security Interests; Release of Collateral.
Upon
the payment, performance or other satisfaction in full of all the Obligations,
the Security Interests shall terminate and all rights to the Collateral shall
revert to the Debtor. Upon any such termination of the Security Interests or
release of Collateral, the Secured Party will, at the Debtor's expense, to
the
extent permitted by law, execute and deliver to the Debtor such documents as
the
Debtor shall reasonably request to evidence the termination of the Security
Interests or the release of such Collateral, as the case may be.
Section
12. Notices.
All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (a) personally served, (b) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (c)
delivered by reputable air courier service with charges prepaid, or (d)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice given in accordance herewith. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address
or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (ii) on the second business day
following the date of mailing by express courier service or on the fifth
business day after deposited in the mail, in each case, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be for (i) the Debtor as
provided in the Bridge Loan Agreement for notices to the Company, (ii) for
each
Secured Party as provided in the Bridge Loan Agreement for notices to the Lender
and (iii) for the Agent as provided in the Bridge Loan Agreement for notices
to
the Escrow Agent. Any party hereto may from time to time change its address
or
facsimile number for notices under this Section in the manner contemplated
by
the Bridge Loan Agreement.
Section
13. Agent.
(a) Anything
in
the other provisions of this Security Interest Agreement to the contrary
notwithstanding, the Secured Party may designate another entity to act as agent
(the “Agent”) for the Secured Party with respect to any one or more of the
rights of Secured Party hereunder, including, but not necessarily limited to,
the right to hold the security interest and/or be named as secured party (as
agent for the Secured Party) in any filed financing statement and to take action
in the name and stead of the Secured Party hereunder. Such designation may
be
made with or without power of substitution, Such designation shall remain in
effect until canceled by the Secured Party, as provided herein; provided,
however, that such cancellation shall not affect the validity of any action
theretofore taken by such agent pursuant to this Security Interest Agreement.
The Debtor acknowledges
and agrees to honor such designation and acknowledges that the Agent is acting
as the agent of the Secured Party and not as a principal.
7
(b) Each
Secured
Party hereby confirms that the Secured Party has designated Xxxxxxx &
Xxxxxx, LLP (acting by Xxxxxx X. Xxxxxxx and Xxxxxx Xxxxxxxx, or either one
of
them), as its initial Agent, with full right of substitution.
(c) If
there is
more than one Secured Party, the Agent shall act as agent for all Secured
Parties. Any revocation of the authority of the Agent or the designation of
an
alternate Agent shall be done only by Secured Parties who represent a Majority
in Interest of the Holders (as defined below) at that time; provided that at
all
times all Secured Parties shall be represented by one and the same Agent. The
term “Majority in Interest of the Holders” means, as of the relevant date, one
or more Secured Parties whose respective outstanding principal amounts of the
Notes held by each of them, as of such date, aggregate more than fifty percent
(50%) of the aggregate outstanding principal amounts of the outstanding Notes
held by all Secured Parties on that date.
(d) Reference
is
made to the provisions of Sections 2 through 15, inclusive, of the Joint Escrow
Instructions. All such provisions are incorporated herein by reference, as
if
set forth herein in full, except that, for such purposes, the references therein
to (i) the “Escrow Agent” shall be deemed to be references to the “Agent” under
this Security Interest Agreement, (ii) the “Company” shall be deemed to be
references to the Debtor under this Security Interest Agreement, and (iii)
the
“Lender” shall be deemed to be references to the relevant Secured Party under
this Security Interest Agreement.
Section
14. Miscellaneous.
(a) No
failure on
the part of the Secured Party to exercise, and no delay in exercising, and
no
course of dealing with respect to, any right, power or remedy under this
Security Interest Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise by the Secured Party of any right, power or remedy
under this Security Interest Agreement preclude the exercise, in whole or in
part, of any other right, power or remedy. The remedies in this Security
Interest Agreement are cumulative and are not exclusive of any other remedies
provided by law. Neither this Security Interest Agreement nor any provision
hereof may be changed, waived, discharged or terminated orally but only by
a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
(b) The
execution
and delivery by Debtor of this Security Interest Agreement and all documents
delivered in connection herewith have been duly and validly authorized by all
necessary corporate action of Debtor and this Agreement and all documents
delivered in connection herewith have been duly and validly executed and
delivered by Debtor. The execution and delivery by Debtor of this Security
Interest Agreement and all documents delivered in connection herewith will
not
result in a breach or default of or under the Certificate of Incorporation,
By-laws or any agreement, contract or indenture of Debtor. This Security
Interest Agreement and all documents delivered in connection
therewith are legal, valid and binding obligations of Debtor enforceable against
Debtor in accordance with their terms.
8
(c) In
the event
that any action is taken by Debtor or Secured Party in connection with the
this
Security Interest Agreement, or any related document or matter, the losing
party
in such legal action, in addition to such other damages as he or it may be
required to pay, shall pay reasonable attorneys’ fees to the prevailing party.
Section
15. Separability.
If any
provision hereof shall prove invalid or unenforceable in any jurisdiction whose
laws shall be deemed applicable, the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be liberally construed
in
favor of the Secured Party.
Section
16. Governing
Law.
(a) This
Security
Interest Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware for contracts to be wholly performed in such
state
and without giving effect to the principles thereof regarding the conflict
of
laws. Each of the parties consents to the exclusive jurisdiction of the federal
courts whose districts encompass any part of the City of Wilmington or (except
with respect to issues relating to the copyright in and to the software, as
contemplated by Section 7 hereof, which shall exclusively be in the aforesaid
federal courts) or of the state courts of the State of Delaware sitting in
the
City of Wilmington in connection with any dispute arising under this Security
Interest Agreement and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum
non coveniens,
to the
bringing of any such proceeding in such jurisdictions or to any claim that
such
venue of the suit, action or proceeding is improper. To the extent determined
by
such court, the Debtor shall reimburse the Secured Party for any reasonable
legal fees and disbursements incurred by the Secured Party in enforcement of
or
protection of any of its rights under this Security Interest Agreement. Nothing
in this Section shall affect or limit any right to serve process in any other
manner permitted by law.
(b) The
Debtor
and the Secured Party acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Security Interest Agreement
were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent or cure breaches of the provisions of
this
Security Interest Agreement and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which any of them may
be
entitled by law or equity.
Section
16. Jury Trial
Waiver.
The
Debtor and the Secured Party hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against
the
other in respect of any matter arising out of or in connection with the Note
or
this Security Interest Agreement.
9
Section
17. Assignment.
Except
in connection with the transfer of all of the rights of a Secured Party under
the Transaction Agreements, a Secured Party shall not assign or transfer its
security interest granted hereunder, and, further, upon the occurrence of a
permitted transfer of a Secured Party’s security interest in the Collateral, the
transferee shall be vested with all of the rights and powers of the assigning
Secured Party hereunder with respect to the Collateral.
[Balance
of page intentionally left blank]
10
Section
18. Waiver. The
Debtor waives any right that it may have (o require Secured Party to proceed
against any other person, or proceed against or exhaust anyothersecurity,
or
pursue any other remedy Secured Party may have.
IN
WITNESS WHEREOF, the Parties have executed this Security Interest Agreement
as
of the day, month and year first above written.
SECURED
PARTY:
DOUBLE
U
MASTER FUND LP
By:_________________________
Navigator
Management Ltd.
Authorised
Signatory
DEBTOR:
RIM
SEMICONDUCTOR COMPANY
By:_________________________
President
AGENT:
KR1EGER
& PRAGER, LLP
By:_________________________
11
SCHEDULE
1
The
Secured Parties are:
|
Name
|
Address
|
|
Double
U Master Fund LP
|
Harbour
House, Waterfront Drive Road Town, Tortola, BVI
|
EXHIBIT
A
EXCEPTIONS
TO REPRESENTATIONS
1. Certain
encumbrances and liens, including (i) mechanics’, materialmen’s, and similar
liens,
(ii)
liens for taxes not yet due and payable or for taxes that the taxpayer is
contesting in good faith through appropriate proceedings, (iii) purchase money
liens and liens securing rental payments under capital lease and similar
arrangements, and other liens arising in the ordinary course of business and
not
incurred in connection with the borrowing of money.
All
of the above exceptions to representations on this Exhibit A shall be
collectively referred to and defined as the “Permitted Liens” and individually
as a “Permitted Lien”.
Exhibit
A
- 1
EXHIBIT B
ADDITIONAL
INFORMATION RE COLLATERAL, ETC.
The
Collateral includes without limitation Debtor’s right, title and interest in and
to the following:
UNITED
STATES
TRADEMARKS/SERVICE
MARKS:
|
Xxxx:
|
Application
No./
|
Filing
Date:
|
|
Registration
No.:
|
||
|
IPSL
|
78/844,821
|
03/23/2006
|
|
CUPRIA
|
78/956,366
|
08/21/2006
|
|
UNITED
STATES
PATENTS:
|
||
|
Title
of Case:
|
Patent
No./
Publication
No.:
|
Filing
Date:
|
|
TIMING
RECOVERY WITH MINIMUM JITTER MOVEMENT
|
6,138,244
|
09/30/1998
|
|
TURBO
TRELLIS-CODED MODULATION
|
6,671,327
|
05/01/2000
|
|
METHOD
AND APPARATUS FOR CONNECTING BROADBAND
|
||
|
VOICE
AND DATA SIGNALS TO TELEPHONE SYSTEMS
|
6,674,845
|
06/21/2001
|
|
PRECURSOR
DECISION FEEDBACK EQUALIZER (PDFE)
|
6,697,423
|
10/10/2000
|
|
PARALLEL
TURBO TRELLIS-CODED MODULATION
|
6,757,859
|
05/01/2000
|
|
DMT
BIT ALLOCATION WITH IMPERFECT TEQ
|
6,999,507
|
12/20/2000
|
|
SOFT-DECISION
DECODING OF CONVOLUTIONALLY ENCODED CODEWORD
|
6,999,531
|
02/26/2001
|
|
METHOD
AND SYSTEM FOR PERFORMING A FAST-FOURIER TRANSFORM
|
7,024,443
|
11/08/2002
|
|
|
||
|
METHOD
AND APPARATUS FOR CONNECTING BROADBAND
|
||
|
VOICE
AND DATA SIGNALS TO TELEPHONE SYSTEMS
|
7,106,855
|
04/12/2001
|
|
|
||
|
FLEXIBLE
BIT SELECTION USING TURBO TRELLIS-CODED MODULATION
|
2002/0136320
|
03/18/2002
|
|
|
||
|
DMT
PEAK REDUCTION WITHOUT AFFECTING TRANSMISSION SIGNAL
|
2002/0159550
|
03/01/2002
|
|
|
||
|
FAST
FOURIER TRANSFORM SIGNAL PROCESSING
|
2003/0145026
|
01/30/2003
|
|
|
||
|
METHOD
OF REDUCING PEAK-TO- AVERAGE RATIO
|
||
|
IN
MULTI-CARRIER COMMUNICATIONS SYSTEMS
|
2005/0141410
|
10/29/2004
|
|
|
||
|
METHOD
OF INCREASING CHANNEL CAPACITY OF FFT AND IFFT ENGINES
|
2005/0152409
|
10/29/2004
|
|
|
||
|
COMMUNICATING
DATA USING WIDEBAND COMMUNICATIONS
|
2004/258168
|
08/30/2002
|
|
|
||
|
COMMUNICATING
DATA USING WIDEBAND COMMUNICATIONS
|
2005/063479
|
08/30/2002
|
Exhibit
B
- 1
